Five Below (FIVE) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 16, 2026, with virtual participation available for shareholders.

• Shareholders are invited to vote on director elections, auditor ratification, executive compensation, and a governance-related shareholder proposal.

Voting matters and shareholder proposals

• Election of eight directors, all recommended by the board for approval.

• Ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027.

• Advisory vote on named executive officer compensation, with board recommending approval.

• Shareholder proposal to amend governance documents to require only a simple majority vote, which the board recommends voting against.

Board of directors and corporate governance

• Board recommends all nominated directors for election at the annual meeting.

• Governance documents currently include provisions requiring more than a simple majority for certain decisions.